693JJ620R000001 RFP.pdf

693JJ620R000001

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

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C. E-MAIL ADDRESS

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

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J

K

L

M SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

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SEC. DESCRIPTION PAGE(S) (X) DESCRIPTION SEC. (X)

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE 24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

41 U.S.C. 253 (c) ( 10 U.S.C. 2304 (c) (

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

05/18/2020 X

693JJ6

Federal Railroad Administration Office of Acquisitions 1200 New Jersey Avenue SE Washington DC 20590

1700 ES 05/27/2020

JOMO HALDANE 202

jomo.haldane@dot.gov

493-0186

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JOMO HALDANE

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

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6 - 7 7 - 9 9 - 11 11 - 21

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12. In compliance with the above, the undersigned agrees, if this offer is accepted within _____0_________ calendar days (60 calendar days unless a different period is inserted

U.S. Department of Transportation Transportation Technology Center

Federal Railroad Administration RFP 693JJ620R000001

REQUEST FOR PROPOSAL – FAR 15.204-1 UNIFORM CONTRACT FORMAT

Part I. Part I – The Schedule

Section B. Supplies or services and prices/costs

Section C. Statement of Work

Section D. Packaging and marking (FRA)

Section E. Inspection and Acceptance

Section F. Deliveries or Performance

Section G. Contract administration data (FRA)

Section H. Special Contract Requirements

Section I. Contract Clauses

Part II. List of Documents, Exhibits, and Other Attachments

Section J. List of Attachments and Sample Task Orders

Part III. Representations and Instructions

Section K. Representations, certifications, and other statements of contractors or respondents (FRA)

Section L. Instructions, conditions, and notices to offerors or respondents

Section M. Evaluation Factors for Award

PART I. PART I – THE SCHEDULE

SECTION B. SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 STATEMENT OF INTENT AND PURPOSE

The Federal Railroad Administration (FRA), an operating administration in the United States

Department of Transportation (DOT), is in possession of government-owned facilities available for transportation research, testing, and training, in Pueblo, Colorado, known as the

Transportation Technology Center (TTC); and

It is in the best interests of the United States that the TTC continue to be operated in the public interest and be maintained in readiness for operation by or on behalf of DOT organizations, other

Government agencies, and related elements of the private sector, for transportation research, testing, and training.

It is in the best interest of the Government to ensure that the TTC remains a viable facility to support research and test of ground transportation systems, and both the Contractor and the

Government recognize that the success of the TTC is dependent upon the total volume and quality of work performed at the TTC and not upon any specific or guaranteed dollar amount in

Government task order awards; and

It is the express intent and purpose of the FRA to authorize a Contractor to provide management and maintenance of the Transportation Technology Center (TTC) in Pueblo, Colorado and for research and development (R&D), testing, and training services at the TTC facility.

B.2 SERVICES AND PRICES/COSTS

The awardee shall have complete use, without fee, of the TTC facility located in Pueblo, Colorado. The FRA supports the Contractor’s working with other commercial organizations in order to foster new initiatives or expand facility usage, in line with the TTC vision. The FRA encourages the Contractors to partner, when appropriate, to yield efficiencies and cost savings for the growth and expanded use of the facility.

The Contractor must identify the best discounts, and ensure the government is receiving viable and consistent price reductions as appropriate. The Contractor will be asked to submit government and non-government equipment rates. The proposal will include all direct, indirect, and general and administrative (G&A) costs and percentages. In addition, the Contractor will provide their estimated total facility revenue demonstrating capability to meet DOT’s performance requirements as well as the Contractor’s own business base. These rates will create a total business baseline. Cost Plus Fixed Fee (CPFF) Task Orders (TO) will be negotiated using the cost baseline.

B.3 PRICING CONDITIONS

Historically FRA has issued an estimated $15 Million (M) in task orders annually for research and development, testing, and training services to be conducted at the TTC.

During 2018 and 2019, TTC facility operating costs such as utilities, operations, security, emergency management etc. were on average $4.4M annually. The following categories were included in this estimate:

• Preventive Maintenance

• Minor Corrective and Emergency Maintenance

• Minor Facilities Renewal

• Routine Annual Repainting

• Custodial Operations

• Vehicle Maintenance and Operations

• Grounds Maintenance

• Communications System Support

• Real Property Installed Equipment Maintenance

• Site Security

• Site Fire Safety

• Site Medical Support

• Cafeteria Services

Additionally, in 2018 FRA hired a third party to conduct a Facilities Assessment Report in 2018 to better document the additional costs associated with maintenance, upkeep and lifecycle replacement costs. The report identified $95 million in total 10-year renewal costs, which included recurring and nonrecurring costs for buildings and non-building assets. This report and related data will be made available to Contractors in a secure document repository (Section

L.5.5). The cost factors included in this estimate are as follows:

Maintenance, Upgrade and Replacement Costs:

• Site Maintenance and Operations, including utility assets not within structures

• Exterior Structure and Roof Systems Maintenance and Operations

• Interior Structure Maintenance and Operations including Architectural Finishes

• ADA Accessibility

• Energy/Water Conservation Management

• Health Hazards Management

• Fire/Life Safety Systems Maintenance and Operations

• Heating, Ventilation, and Air Conditioning Systems Upkeep

• Plumbing System Maintenance and Operations

• Electrical System Maintenance and Operations

• Vertical Transportation Maintenance and Operations

All costs related to the operation, maintenance, upkeep or modernization of the TTC facility are considered indirect costs and should be appropriately integrated into the Contractors indirect costs structure and applied across the Contractors allocation base to include the full volume of business to be conducted at the TTC facility including DOT, other government and commercial business.

B.4 TASK ORDERS AND TERMS AND CONDITIONS FOR SERVICES PERFORMED

B.4.1 Sample Task Orders and Transition Task

The Contractor should respond to Task Order 001, Task Order 002 and Transition Task referenced as attachments 9, 10, and 11 in Section J. Additionally the Contractors shall complete the related Task Order pricing tables in Attachment 7 – Pricing Tables.

B.4.1.1 Sample Task Order Pricing

To allow for effective price evaluation on the provided cost reimbursable sample task orders

(Sample Task Order 001 and Sample Task Order 002) the government has provided the directed indirect rate structure included on the Provided Cost Elements tab of the Pricing Tables. The included rates are for evaluation purposes only and the Contractor will not be held to this rate structure during contract performance. During the negotiation process the government will work with the awardee to negotiate a Forward Pricing Rate Agreement which will provide the indirect rate structure to be used for cost reimbursable billing during the contract.

B.4.1.2 Transition Task Order Pricing

The Contractor should complete the Transition Task Order Pricing worksheet in the attached pricing tables. The Transition Task Order will be awarded on a Firm Fixed Price basis to allow the awardee to complete the necessary transition activities to successfully prepare to assume operational responsibility for the facility and support activities on day one of the contract. The

Contractor shall include all direct and indirect costs associated with the labor, travel and Other

Direct Costs (ODC) incurred in support of transition activities outlined in the Transition Task

Order Statement of Work.

B.4.2 Fee Payment Schedule

When cost plus fixed fee task orders are used, the fixed fee shall be paid in installments based on the percentage of completion of work, as determined by the Contracting Officer, and subject to the withholding provisions of the clauses Allowable Cost and Payment and Fixed Fee referenced in the General Clause Listing in Section I of this contract. All cost plus fixed fee payments shall be paid in direct ratio to the level of effort expended; that is, the percent of fee paid shall be equal to the percent of total effort expended. Payment shall be subject to the withholding provisions of the clause 52.216-7, Allowable Cost and Payment and Fixed Fee referenced in the

General Clause Listing in Section I of this contract.

B.4.3 Forward Pricing Rate Agreements

During phase II of negotiations the Contracting Officer will negotiate a Forward Pricing Rate

Agreement (following FAR 42.1701 procedures). Rates will be audited/negotiated on a regular basis over the life of the contract to serve as the basis for the cost plus fixed fee and other cost type task orders. The Contractors proposed indirect rates for the base year should take into https://www.acquisition.gov/content/421701-procedures consideration all costs associated with site operations, maintenance, upgrades, and replacements.

These indirect rates should be input into the appropriate locations within the Attachment 7 –

Pricing tables.

B.4.4 Contract Ceiling

It is anticipated that the basic Indefinite Delivery Indefinite Quantity (IDIQ) ceiling will be within the range of $570,400,000 over the potential 20-year period of performance, but will be determined at award.

SECTION C. STATEMENT OF WORK

The Contractor shall provide services in accordance with attachment 8, entitled “Statement of

Work” for Research and Development (R&D), testing and training services at the Transportation

Technology Center (TTC).

SECTION D. PACKAGING AND MARKING (FRA)

52.247-34 F.O.B Destination (NOV 1991)

D.1 PACKAGING

Preservation, packing, and packaging of items for shipment shall be in accordance with best commercial practices and adequate for acceptance by common carrier for safe transportation at the most economical rates.

The Contractor shall clearly mark each shipment with the company name, the contract number, TO number (if applicable), and as appropriate the item identification, quantity of items, and notice of partial or final delivery.

SECTION E. INSPECTION AND ACCEPTANCE

52.246-9 Inspection of Research and Development (Short Form) APR 1984

52.246-4 Inspection of Services – Fixed Price (AUG 1996)

52.246-5 Inspection of Services-Cost-Reimbursement (APR 1984)

Throughout the life of the contract final inspection and acceptance of all work performed, reports, and other deliverables will be performed at the place of delivery. The Contractor shall allow time for inspection when planning to meet deadlines.

E.1 INSPECTION

E.1.1 General inspection criteria

General inspection criteria applies to all deliverables as outlined in the SOW, as well as expected performance as outlined within each issued Task Order. The Contractor shall meet the following conditions for the work to be accepted by the government:

• Develop Standard Operating Procedures supported by Quality Planning, Quality

Assurance, Quality Control submitting full and complete documentation.

• Accuracy and timeliness of deliverables to the requestor.

• Delivery of timely reporting as agreed upon in the SOW deliverable table.

• Providing two weeks’ notice for replacement or change of key personnel and delivering key personnel resumes to the Contract Officer.

• Maintenance and management of a Facility Management System (FMS), with read and use access to FRA leadership.

Should work not pass inspection, the Contractor’s services shall be deemed unacceptable and the

Contractor may be determined to be in default. Further, should there be any dispute/discrepancy on acceptability of said service, decisions made by the Contract Officer will prevail and be final.

E.1.2 Facility

The transition task order (Section L.7.1 and attachment 11) results in the Contractor providing a baseline assessment of TTC. Therefore, following the transition task order, the Contractor and

FRA will participate in a Post-Award Baseline Property Conditions Assessment. During this post award visit, both parties shall conduct an inspection of the TTC facility including buildings, equipment, land, and tracks. The intent of the visit is for FRA and the Contractor to agree on the baseline evaluation of the facility, which results in a mutually agreed transition task order deliverable.

E.2 ACCEPTANCE

Acceptance of all written documents and other deliverables will be contingent upon the

Contracting Officer Representative (COR) review and approval.

E.3 QUALITY ASSURANCE

The Contractor will develop an internal Quality Control Plan. The preliminary plan must, at a minimum, provide detailed descriptions of the proposed quality management, project management, issue/problem tracking/resolution and risk management methodologies. Work will be inspected following documentation of an exacting quality assurance process.

FRA will conduct independent audits to ensure quality assurance activities. FRA may contract a third party to inspect facility and equipment are being maintained in accordance with the SOW.

An independent quality assessment of the Contractors Quality Control Plan and examining information accuracy of the FMS, and agent use capabilities are meeting or exceeding goals on an annual basis, or as determined by FRA.

SECTION F. DELIVERIES OR PERFORMANCE

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I (APR 1984)

52.242-17 Government Delay of Work (APR 1984)

F.1 DELIVERABLES

The Contractor is expected to deliver accurate and timely deliverables (see SOW Figure 7 Draft

Deliverable Schedule for full list). Contract deliverables shall be provided by the Contractor at specified due dates. Contractor shall maintain a deliverable report to track the status of completion and acceptance of deliverables. The deliverables cover a range of functions and types, including, but not limited to, facility management, facility and land use, maintenance scheduling, and real property and property improvements. Deliverables shall be submitted to the

COR.

All deliverables shall be submitted using Microsoft Office suite of tools (for example, MS Word, MS Excel, MS PowerPoint), or Adobe PDF format, unless otherwise specified by the COR.

Electronic submission shall be made via email, unless otherwise agreed to by the COR.

The COR has the right to reject or require correction of any deficiencies found in the deliverables. In the event of a rejected deliverable, the Contractor will be notified in writing by the COR of the specific reasons for rejection.

F.2 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

F.2.1 Contractor Performance Evaluations

Interim and final evaluations of Contractor performance will be prepared on this contract in accordance with FAR 42.15. The final performance evaluations will be prepared as soon as possible after completion of all required work and contract term.

Interim and final evaluations will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor may elect to review the evaluation and submit additional information or a rebuttal statement within thirty (30) days. Any Contractor response is voluntary. Any disagreement between the parties regarding an evaluation will be referred to an individual one level above the CO, whose decision is final.

Copies of the evaluations, Contractor responses and review comments, if any, will be retained as part of the contract file and may be used to support future award decisions.

F.2.2 Electronic Access to Contractor Performance Evaluations

The U.S. Department of Transportation utilizes the Contractor Performance Assessment

Reporting System (CPARS) to record and maintain interim and final past performance information.

Contractors that have Internet capability may access evaluations through a secure Web site for review and comment by completing the registration form that can be obtained at the following

URL: https://www.cpars.gov/.

The registration process requires the Contractor to identify an individual that will serve as a primary contact and who will be authorized access to the evaluation for review and comment. In addition, the Contractor will be required to identify a secondary contact who will be responsible for notifying the cognizant contracting official in the event the primary contact is unavailable to process the evaluation within the required 30-day time period. Once the Contractor is registered and a performance evaluation has been prepared and is ready for comment, the CPARS will send an email to the Contractor representative notifying that individual that a performance evaluation is electronically available for review and comment.

SECTION G. CONTRACT ADMINISTRATION DATA (FRA)

Transportation Acquisition Regulation (TAR) 1252.242-73 CONTRACTING OFFICER'S

REPRESENTATIVE (OCT 1994)

(a) The Contracting Officer (CO) may designate Government personnel to act as the Contracting

Officer's Representative (COR) to perform functions under the contract such as review and/or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the

Contractor within five working days after contract award or for construction, not less than five working days prior to giving the Contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COR under the contract.

(b) The Contracting Officer cannot authorize the COR or any other representative to sign documents (i.e., contracts, contract modifications, etc.) that require the signature of the

Contracting Officer.

G.1 INVOICE INSTRUCTIONS

BILLING INSTRUCTIONS:

Submit invoices to FRA electronically via the Delphi eInvoicing web-portal, which is accessed and authenticated via www.login.gov.

All persons accessing the Delphi eInvoicing web-portal will be required to have their own unique user Delphi eInvoicing ID and password and be credentialed through login.gov. See www.login.gov for instructions. To initiate this process, you are requested to provide FRA with information (company name, contract/task order number/purchase order (PO) number, and up to two Point of Contact (POC) full names and their email addresses) as shown below.

(1) Company Name

(2) FRA Contract #/ Task Order #

(3) Primary POC Full Name

(4) Primary POC email

(5) Secondary POC Full Name

(6) Secondary POC email

Email the above information to the following email address: FRAEInvoicing@dot.gov. Please note that the POCs you provide are the individuals you authorize to submit invoices to FRA on behalf of your company. Your POCs will then receive a welcome letter from Delphi eInvoicing processing center with instructions on creating a Login.gov user account. This account can then be used to access the eInvoicing web-portal.

All invoices submitted as attachments in the Delphi eInvoicing web-portal shall contain the following:

(1) Invoice number and invoice date.

(2) Period of performance covered by invoice.

(3) Contract number and title.

(4) Task/Delivery Order number and title (if applicable).

(5) Amount billed (by CLIN), current and cumulative.

(6) Total ($) of billing.

(7) Cumulative total billed for all contract work to date.

(8) Name, title, phone number, and mailing address of person to be contacted in the event of a defective invoice.

If the contract includes allowances for travel, all invoices which include charges pertaining to travel log a breakdown of reimbursable expenses with the appropriate receipts to substantiate the travel expenses.

G.2 CONTRACTING OFFICER REPRESENTATIVE

TBD is hereby designated as the Contracting Officer’s Representative (COR) for this contract.

The COR contact information is: TBD

G.3 ORDERING PROCEDURES

(a) TOs negotiated under this contract may be issued only by a designated CO representing the

U.S. Department of Transportation.

(b) TOs may be solicited, negotiated, and issued from the effective date of this contract through completion or termination of the base period and the three, five year option periods of the contract. If all options are exercised, TOs may be issued through a 20 year period commencing from the effective date of contract.

(c) All TOs shall be subject to the terms and conditions of this basic contract. In the event of conflict between a TO and this contract, the contract shall control. The Government will issue

TOs for those segments of work defined in the SOW included herein in Section C. The TOs shall be the instruments for specific work performance.

(d) TO awards will be made in accordance with the evaluation criteria stated in the TO proposal request. TOs will be executed by the Federal Railroad Administration CO or other Authorized

Department of Transportation CO. The CO will execute TOs, in writing, using an Optional Form

347, a suitable agency-approved form or any other appropriate contractual instrument.

(e) There is no limit on the number of TOs that may be issued against this contract. It is anticipated that Cost Plus Fixed Fee and/or Firm Fixed Price TOs will be negotiated for individual work requirements under this contract within the minimum and maximum values stated for the base and each option period.

(f) Orders placed under this contract shall contain the following information:

(1) Contract number and TO number;

(2) Scope of Work, including references to applicable requirements in the basic contract;

(3) Effective date of the order;

(4) Delivery or performance period;

(5) The estimated price for services to complete performance under the TO;

(6) Milestones schedule for progress payments, if any;

(7) The Not-to-Exceed dollar amount for Contractor travel and other miscellaneous expenses to be reimbursed by the Government under the TO, if any.

(8) Place and manner of inspection and acceptance;

(9) Accounting and appropriation data;

(10) Name and telephone number of the assigned FRA COR; and

(11) Any other pertinent information.

SECTION H. SPECIAL CONTRACT REQUIREMENTS

This section describes the special requirements for this effort. The Department-wide nature of the

IDIQ provides an opportunity for an efficient acquisition of research, development, training and safety services and solutions to support FRA and DOT projects and programs. The Contractor is responsible for meeting the facility management and operations performance requirements in the

SOW (including sections 10 through 14) without federal funding, since the Contractor has use of the facility for its commercial activities.

The Contractor shall demonstrate the ability to meet the performance standards in its response to the RFP. The Contractor shall develop and present clear plans for facility management, use, and its capability to perform task order requirements. FRA expects the Contractor to present their vision and plan for use of TTC. Once those plans are accepted, the Contractor is responsible for executing those plans. Performance will then be evaluated based on the Contractor’s proposed plans.

The Contractor must submit a 20-year plan; however, if an Option Period is exercised, the

Contractor will be asked to revise and submit the 5-year plan for validation, following the same processes as the base period. Performance will be assessed quarterly; accurate and quality deliverables will be assessed during the yearly contract review. TO deliverables will be evaluated in accordance with the TO statement of work.

H.1 INDEMNIFICATION, INSURANCE AND WARRANTY

The Contractor shall indemnify and hold the Government harmless against claims for injury to persons or damage to property arising from the Contractor’s possession or use of the Facilities.

However, the provisions of task orders or other procurement contracts shall govern the

Government’s assumption of liability for such claims arising out of or related to performance of each such task order and involving the possession of use of the Facilities. At the Contractor’s option, the Contractor may purchase insurance covering its risk, operations, and interests in the facility, including property and hazard insurance.

In the event the Government elects to have its Contractors (i.e. not the Contractor) perform work at the TTC as provided herein, the Government will furnish the Contractor with a complete list of all such Contractors, including Subcontractors, requiring clearance to access the TTC, at least seven (7) calendar days prior to such personnel’s anticipated entry date. Such access will be granted upon the Contractor’s and Subcontractor’s full compliance with the Contractor’s then current insurance, and indemnification requirements applicable to its own and Subcontractors. It is recognized that these Government Contractors are not insured nor indemnified by the

Contractor under any of the policy(ies) that the Contractor may maintain relative to TTC operations, when one or more enters TTC to perform work or otherwise make use of the

Facilities. Furthermore, the Contractor will not require that such Government Contractor(s) carry minimum insurance coverage higher than that required of the Contractor’s owns unless the nature of the work is unusually hazardous, in which case higher minimum limits may be required or require releases or indemnification beyond industry standards. The Government reserves the right to review and approve the Contractor’s insurance and indemnification requirements for

Government Contractors.

The Government makes no warranty, express or implied, regarding the condition of fitness for use of any of the Facilities.

H.2 CONTRACTOR PERSONNEL, DISCIPLINES, AND SPECIALTIES

The Contractor shall provide the necessary resources and infrastructure to manage, perform, and administer the task orders. The Contractor shall accomplish the assigned work by employing and utilizing qualified personnel with appropriate combinations of education, training, and experience for each performance area. The Contractor shall match personnel skills to the work or task with a minimum of under/over employment of resources. The Contractor shall ensure the labor categories, labor rates, and labor hours utilized in the performance of each requirement issued hereunder will be the minimum necessary to accomplish the task.

These roles shall be filled with different individuals from the Contractor team who will be responsible for attainment of the performance standards and goals associated with the performance area. FRA maintains the ability to request the Contractor revise a performance area at any time to align with changes to the FRA vision.

H.3 KEY PERSONNEL

The Contractor shall provide qualified personnel for key positions under this IDIQ. Submit no more than six (6) resumes, each no greater than two (2) pages in length. The Contractor shall ensure that all positions possess the skills, knowledge, training, and certification(s) required to satisfactorily perform all services required by the contract and any task order. Although key personnel may have cross-functional training, the Contractor shall supply a single full-time individual per Full-time Equivalent (FTE). The following roles shall be employed by the

Contractor, or Subcontractor, and may not represent any other rail industry entity; these are defined to ensure accountability and measurable change. The Contractor may request to further separate roles but shall not consolidate any key personnel responsibilities. All key personnel and replacement key personnel will be identified in writing and approved by CO. The personnel responsible and the preferred qualifications for fulfilling the major program functions are identified below.

a) Program Manager: Must have a minimum of twelve (12) years professional experience planning, conducting, and participating in the experiences described in the performance requirements. The project manager shall be skilled in managing substantial contract and task order support services and a staff of mid and senior level personnel. The program manager shall be responsible for overall task order performance and shall ensure that submitted deliverables are accurate, timely, and of high quality. The program manager will work with TTC leadership at critical points during the workflow process to ensure all milestones, deliverables and products are being met and/or produced in a timely and high-quality fashion. This individual is expected to oversee directly or delegate the headlined tasks outlined in Section C; and may be expected to participate to complete the assigned tasks on an as needed basis. Must possess a Project Management Professional

(PMP) certification.

b) Facility Manager: Must have a minimum of twelve (12) years professional experience planning, conducting, and participating in the experiences described in the performance requirements (functions related to facility management lifecycle analysis and monitoring, program assessments, risk management, and other TTC mission related duties, as described in the SOW). This position is responsible for Facility Operations and

Maintenance (O&M), and all project plans to support O&M for growth in line with the purpose of facility. The facility manager must capture all data in the FMS. Must possess a

Professional Engineer Certification.

c) Training and Safety Manager: Must have a minimum of five (5) years professional experience planning, conducting, and developing adult learning and training programs, capabilities and activities. Formal training and experience with adult learning principles is preferred. Responsible for delivering quarterly Training and Safety report and ensuring plans are in line to support growth planned for the facility. Prefer candidate have a bachelor’s degree or higher in a field such as human resources, education or business administration. A background in the rail industry is preferred, candidate will coordinate all support for training activities including locomotives, track work, signals, and other equipment as required.

d) Research and Development Manager: Must have a minimum of twelve (12) years professional experience planning, conducting, and performing research and development activities specific to the rail industry. This role is responsible for oversight of all R&D programs, capabilities and activities and delivering the quarterly R&D report.

e) Emergency Response, Site Security, and Environmental Manager: Must have a minimum of eight (8) years professional experience planning, participating in and conducting emergency response procedures. This role is responsible for fire and emergency response planning, including weather related emergency response procedures.

The role is also responsible for physical site security, including environmental standards and protection.

f) Modernization Manager: Must have a minimum of Twelve (12) years professional experience planning, conducting, and participating in the experiences described in the performance requirements. Candidate must have a bachelor’s degree in business management, marketing, or a related degree. The role is responsible for ensuring all aspects of the master plan and ensuring inclusion of expanded use, innovation and modernization for the TTC, including developing and delivering a marketing strategy focused on expanding use, developing and executing the Strategic Growth Plan. The growth plan shall be submitted for written approval, and approved by the FRA following contract award, and then integrated into the master project plan.

H.4 DOCUMENTATION

Documents, data files, reports, correspondence, and all other documents and writings, together with any charts, graphs, tables, illustrations, photographs, images, and other illustrative, explanatory, historical documents related thereto or independent thereof, regardless of the medium (or media) by which they were produced, preserved, stored, or created in connection with or for purpose(s) of work performed under this SOW and IDIQ related to facility management and task orders, are property of the Government and shall be delivered to the COR promptly, upon request.

The Contractor agrees to assume responsibility for protecting the confidentiality of Government records, which are not considered public information. Each Contractor or employee of the

Contractor to whom information may be made available or disclosed shall be notified in writing by the Contractor that such information may be disclosed only for purposes and to the extent authorized by the government. The Contractor shall not release any information related to this task order to the public, media or other unauthorized persons or organizations unless the government has conducted the appropriate security review and granted written approval (e.g.

posting information to a public website).

FRA has rights to all generated proprietary data for TTC and issued task orders. The Contractor shall maintain metrics and records in the FMS. Since the Contractor will be managing their own business base in addition to DOT business at TTC, it is the Contractors’ responsibility to separate all proprietary data, without limiting any access (including partial access to information) by

DOT.

H.5 GOVERNMENT FURNISHED EQUIPMENT (GFE)

FRA will provide a full inventory of government-owned property and equipment to be made available for Contractor use. The Government will provide an initial list of GFE post award, prior to the baseline assessment and inspection (Section E.1.2) The database will include facility and track condition assessments, as well as real property and equipment (for all purchase over

$25,000).

H.6 SUBCONTRACTOR AGREEMENTS

Contractor shall identify scope and provide level of effort for each identified business partner;

may include signed contracts. The Contractor shall be responsible for any subcontract management necessary to integrate work performed on this requirement and shall be responsible and accountable for Subcontractor performance on this requirement.

H.7 LEASE HOLD

Development of TTC was first authorized by Public Law 89-220, in 1965, as amended by Public

Law 90-423 in 1968. FRA entered into the Modified Lease Agreement, dated June 26, 1974, with the State of Colorado for the surface use of the land. The lease currently extends until

August 22, 2070, with an option to renew for an additional 50-year period. The Contractor shall comply with the terms of the lease agreement and it shall indemnify and hold the United States harmless for any liability accruing to the United States arising out of the Contractor's violation of the terms of the lease.

H.8 PREFERRED GOVERNMENT CUSTOMER STATUS AND COMMERCIAL

RATE STRUCTURE

The Contractor must provide the government the most favorable customer status and ensure that rates charged to commercial entities are not below government rates. The Contractor’s commercial rate structure should be aligned with market prices, but not below government rates for projects of similar scope and volume.

In the event that commercial partners approach DOT regarding a Contractor’s unreasonable rates that are not in line with market findings, or a Contractor not responding in good faith to commercial work, project requests, etc., DOT will take into account DOT’s findings related to the inquiry when evaluating the Contractor’s performance under the contract. This clause is in place to ensure the Contractor’s response to commercial partners does not deter commercial partners from opportunities to further industry research and rail safety.

H.9 GOVERNMENT USE OF THE FACILITY

The Contractor’s use is not exclusive, the government reserves the right to use TTC at any time.

The Contractor may be required to provide labor support as directed through a TO. In the event the Contractor is unable to staff qualified personnel for a TO, DOT and commercial partners reserve the right to provide third party labor. Government use of third party contractors shall receive cooperation from the Contractor. To the greatest extent practical third party use shall not disrupt the Contractor’s daily operations.

The Government will, except in the case of an emergency, provide the Contractor with at least 30 days advance notice of the expected use of TTC Facilities for the Government. The Contractor shall make every reasonable effort to make the facilities available for such use. Government use of the TTC Facilities shall take priority over all other users, providing no serious disruption of ongoing work occurs.

If the Government has an improvement that the Government would like to construct for the

Government’s use, then those costs would be borne by the Government, and not the contractor.

H.10 EXTRACTION OF GROUND WATER

The Contractor shall comply with the provision of Colorado District Court Ground Water, Division 2, findings of fact, conclusions of law and decree, case Nos. B1CW23 and B1CW24.

H.11 CONTROLLED BURN

The Contractor shall comply with Colorado State controlled burning schedules and procedures.

Any burn shall, at minimum, be scheduled for a time when the fire will not pose a threat to the public or to fire managers, weather conditions should be right to allow burning but not enable a fire to spread out of control. Materials may include dead grass, tumbleweeds, fallen tree branches, dead trees, and thick undergrowth, and other environmentally acceptable materials.

H.12 HUNTING AND INVASIVE SPECIES

The Contractor shall ensure that no hunting takes place within the boundaries of the TTC. The

Contractor, in the performance of this contract, shall assure compliance with federal laws and regulations relating to invasive species, and shall specifically identify any actions which may affect the status of invasive species, and carry out activities, in compliance with Section 2 of

Executive Order 13112, dated February 3, 1999.

H.13 GENERAL PURPOSE EQUIPMENT

The Contractor shall not fabricate, purchase, rent or otherwise acquire any general purpose equipment, the acquisition cost of which is to be charged directly to the performance of a task order unless prior written approval to do so is obtained from the Contracting Officer. For the purposes of this clause, general purpose equipment is defined as any property with a useful life of more than one (1) year which can be used in the production, administration, research or test of a product or services outside of this contract.

H.14 PROPERTY ADMINISTRATION

Except as otherwise provided in this contract, the Contractor shall account for and control the

Facilities in accordance with Federal Acquisition Regulation (FAR) Part 45. See FAR Section

45.301(f).

The Contractor shall prepare a report listing all Government property (under the purview of this contract) in its possession, and in the possession of all Subcontractors, as of September 1 of each year. The data shall be derived and accessible to FRA from the CMMS or FMS, and the report shall be prepared in the format outlined in Transportation Acquisition Regulation (TAR)

1245.505-14. The Contractor shall submit the report to the Contracting Officer no later than

September 15 of each year. The report shall include the following types of property:

a) Capitalized equipment with an individual value of $25,000 or more;

b) Non-capitalized equipment with an individual value of $500 or more;

c) Material maintained in stock when the value is $50,000 or more;

d) Real property as defined in FAR 45.101.

H.15 LIABILITY FOR THE FACILITY

The Contractor shall not be liable for any loss or destruction of, or damage to the Facilities or for expenses incidental to such loss, destruction, or damage, except as provided in this clause.

The Contractor shall be liable for loss or destruction of, or damage to the Facilities and for expenses incidental to such loss, destruction, or damage:

a) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement.

b) For which the Contractor is otherwise responsible under the express terms of this contract.

c) That results from a failure due to willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel; or

d) That results from a failure, due to willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel -- (i) to establish, maintain, and administer a system for control of the Facilities in accordance with the “Property Administration” paragraph of the Government Property clause; or (ii) to maintain and administer a program for maintenance, repair, protection, and preservation of the Facilities in accordance with the “Property Administration” paragraph of the Government Property clause, or to take reasonable steps to comply with any appropriate written direction that the Contracting Officer may prescribe as reasonably necessary for the protection of the

Facilities. If the Government Property clause does not include the “Property

Administration” paragraph, then the Contractor shall exercise sound industrial/commercial practice in complying with the requirements of this provision.

If the Contractor fails to act as provided for above, after being notified by the CO of the

Government’s disapproval, withdrawal or approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel.

https://www.transportation.gov/assistant-secretary-administration/procurement/tar-part-1245-government-property https://www.transportation.gov/assistant-secretary-administration/procurement/tar-part-1245-government-property

Furthermore, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage (i) did not result from the

Contractor’s failure to maintain an approved program or system; or (ii) did not occur while an approved program or system was maintained by the Contractor.

If the Contractor transfers the Facilities to the possession and control of a Subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of or damage to the

TTC facilities as set forth above. However, the Contractor shall require the Subcontractor to assume the risk of, and be responsible for, any loss or possession or control, except to the extent that the subcontract, with the prior approval of the Contracting Officer, provides for the relief of the Subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all the Facilities in as good condition as when received, except for reasonable wear and tear or the utilization of the Facilities in accordance with the provisions of the prime contract.

The Contractor may maintain insurance against the loss or damage to the Facilities in such amount, and for such periods of time and with such insurers (including the Contractor as self-insurer, if so approved) as this contract shall require. Such insurance shall contain a provision for thirty (30) days prior notice to the Contracting Officer in the event of cancellation, or material change in the policy coverage on the part of the insurer. A certificate of insurance or certified copy of each policy of insurance taken out hereunder shall be deposited promptly with the

Contracting Officer. Any insurance obtained by the Contractor for the purpose of complying with this clause shall name the United States of America (Federal Railroad Administration) as coinsured.

Upon the happening of any loss or destruction of, or any damage to the Facilities: (i) The

Contractor shall promptly notify the Contracting Officer thereof, and with the assistance of the

Contracting Officer shall take all reasonable steps to protect the Facilities from further damage, separate the damaged and undamaged Facilities, put all the Facilities in the best possible order, and promptly furnish to the Contracting Officer (and in any event within thirty (30) days after the

Contractor has determined that loss or destruction of, or damage to, the Facilities has occurred) a statement of: (i) the lost, destroyed, or damaged Facilities; (ii) the time and origin of the loss, destruction, or damage; (iii) all known interests in commingled property of which the Facilities are a part; and (iv) the insurance, if any, covering any part of or interest in such commingled property, and (b) The Contractor shall make such repairs, replacements, and renovations of the lost, destroyed, or damaged Facilities, or take such other action as the Contracting Officer may direct in writing.

The Government is not obligated to replace or repair the Facilities which have been lost, destroyed, or damaged. In such event the right of the parties to an equitable adjustment in delivery or performance dates, or price, or both, and in any other contractual condition of a task order or related procurement contract affected thereby shall be governed by the terms and conditions of such contracts.

If the Contractor is in any way compensated (excepting proceeds from use and occupancy insurance, the cost of which is not borne directly or indirectly by the Government) for any loss or destruction of, or damage to the Facilities, the Contractor as directed by the Contracting Officer, shall: (i) Use the proceeds to repair, renovate, or replace the Facilities involved; or (ii) Pay such proceeds to the Government.

The Contractor shall do nothing to prejudice the Government’s right to recover against third parties for any loss or destruction of, or damage to, the Facilities.

H.16 TITLE GOVERNMENT PROPERTY

Title to all Facilities described in this contract, and any real property and real property installed equipment improvements, including track structures, constructed by the Contractor at the TTC during the term of the Contract, shall remain with the Government. Furthermore, title to parts replaced by the Contractor in carrying out its normal maintenance obligation shall also pass to and vest in the Government upon completion of their installation in the facility or as provided elsewhere herein.

Title to the Facilities shall not be affected by their incorporation into or attachment to any property not owned by the Government, nor shall any item of the Facilities become a fixture or lose its identity as personal property by being attached to any liens and encumbrances and, except for removal of items for repair or unless the contracting officer provides for such removal in writing, the Contractor shall not remove or otherwise part with possession of, or permit the use by others of, any of the Facilities.

H.17 FACILITY…